I. Generalities

A. Application of these General Conditions of Sale

Except particular provisions which will always be expressed in writing and include the agreement and signature of an authorised representative of SOLTEC, any order placed with SOLTEC DEVELOPPEMENT S.A. (hereinafter SOLTEC) by a Customer expresses his acceptance without reserve of the General Conditions of Sale defined hereafter.

B. Offers and Estimates, acknowledgement of delivery of order

The offers, estimates, studies, projects and plans conceived by SOLTEC or its representatives for a Customer do not bind SOLTEC in any manner unless they are followed by a purchase order issued by the Customer on signed and identifiable headed notepaper.  The order sent by the Customer following the offers or estimates proposed by SOLTEC or its representatives, is binding definitively SOLTEC, only after reception by the Customer of the order acknowledgement by SOLTEC.

C. Catalogue

The withdrawal of one or more references of the catalogue will normally only occur after a twelve months notice period, except in the case of force majeure, or events beyond the control of SOLTEC

II. Prices of the products and services

The prices indicated by SOLTEC or its representatives are EXW ( Ex Works-definition Incoterms) net prices excluding taxes for the products.

The prices indicated in the acknowledgement of order, with regard to services, are established on the basis of the data provided by the Customer and for standard conditions of execution.  Any posterior modification in the application, the object, the specification or the service, or the conditions for implementation thereof, may result in a modification of the price.  Other costs travel expenses incurred by SOLTEC in the execution of its duties will be invoiced in addition.  The applicable taxes in France and in the European Union current on the date of invoicing will be added to the invoice and are due to SOLTEC.

III. Delivery of products

A. Definition

The delivery is carried out either by the direct delivery of the products to the Customer, or by delivery to the transporter whether appointed or not by the Customer.

B. Delivery conditions

SOLTEC order acknowledgements contain delivery conditions and lead time as an indication only.  Any delay incurred does not justify the payment of compensation of whatever nature.  The delivery period commences with the emission of order acknowledgement by SOLTEC.

The Customer accepts partial delivery of his order.  When the Customer organises transport it is the Customer’s responsibility to ensure the availability of the transporter for this date.  

In the event of delayed delivery at the request of the Customer and after agreement of SOLTEC, the Customer assumes responsibility for the additional costs of storage and handling, which will bear the additional financial expense of immobilization of stock on the basis of Euribor plus 3 %.

C. Delivery order

The delivery document included with all our shipments must be signed by the Customer or his agent. Failure to do so does not invalidate the order or the invoice, but disengage both the transporter and SOLTEC from any responsibility of whatever form.

D. Packaging

Where packaging is not provided by the Customer, packaging materials are invoiced to the Customer by SOLTEC at the same time as the order.  All packaging materials are non-returnable to SOLTEC.

E. Storage before or after a packing operation

The expenses of additional storage and handling related with the order are invoiced to the Customer plus the financial cost of immobilization of stock on the basis of Euribor plus 3 %.

F. Transport

Unless mentioned otherwise above, the products transported by the Customer, or a third party assigned or not by the Customer, always travel under the responsibility and at the risk of the Customer.

G. Complaints

Any complaints concerning the delivery must be noted on the delivery note and be confirmed by registered mail with acknowledgement of receipt (in France: LRAR)  within the week which follows the reception of the products.

IV. Payments

 A. Payment conditions

Unless otherwise defined herein, all orders are payable by cheque or bank transfer and without discount upon receipt of invoice.

The expenses of the return of goods and one second presentation of the same, protest, etc. and the costs associated with any means of payment are invoiced to the Customer.

The non-payment of an invoice on the due date leads to the suspension without prior notice of  all deliveries and services in progress and all other outstanding invoices, whether due or not, become immediately payable and, where applicable, subject to interest charges as defined in IV B below.

 B. Agios and financial expenses

Interest at the rate of 1,5 % net of tax per month commences without any  form of prior notification on the day following the due date. In particular such interest is also payable when SOLTEC accepts to extend the due date.

C. Penalty clause for delay of payment

Three working days after reception by the Customer of a formal warning of non-payment by registered letter with acknowledgement of delivery (LRAR), and with no payment having been received, SOLTEC will apply an increase to the amount of 15% net of tax as a penalty clause to the value of the goods and services invoiced.

This penalty is added independently of all other charges and bears interest at the same rate (clause IV B).

D. Transference of ownership

Title to the product only passes to the customer upon full payment of the related invoices. SOLTEC reserves ownership until such time.

In the absence of payment at the due date, and with no payment received within three working days after formal warning by registered letter with acknowledgement of delivery (LRAR) the repossession of the products can take place at the Customer’s premises.

Notwithstanding this present reserve of ownership, any risk related to the product during its time in transit and on the customer’s premises is transferred to the Customer upon shipment.

V. Guarantees

A. Legal Guarantee

It is in conformity with articles 1641 and updates of the French Civil code.

B. Contractual Guarantees

a. The services of technical assistance or advice are provided by SOLTEC within the limit of a project definition and/or a product for which the data are communicated by the Customer and/or are defined in collaboration between SOLTEC and the Customer.

b. With regard to the trials and tests of compatibility, the responsibility of SOLTEC is limited to the content of the protocol suggested by SOLTEC and approved by the Customer. 

c. SOLTEC is responsible for the conformity of its products to the manufacturing specifications, specific to each product and communicated to the Customer.  In the event of a proven non-conformity of a product to its specifications, SOLTEC will replace the product.

d. SOLTEC will not communicate to third parties, without prior agreement of the Customer, any information concerning work which is entrusted to SOLTEC.  The personnel of SOLTEC is held by contract to this confidentiality.

C. Limitation of Guarantee

Given the particular nature of Polyvinyl Alcohol products, SOLTEC and/or its suppliers and/or subcontractors will not be held responsible in any manner whatsoever if the Customer fails to scrupulously respect the precautions of storage, of handling, of transport and of use indicated for these products. 

This includes, but not exclusively:  bad conditions of storage, handling or of transport by the Customer or the appointed transporter; abnormal use of the products; an application not complying with the technical protocols; good working practices; a incomplete or inaccurate definition by the Customer of his project, the characteristics of his product, or the use of the SOLTEC product.  

No complaint will be accepted if the object of the complaint relates only to aspect defaults.The customer assumes full responsibility of the appropriate use of the Polyvinyl Alcohol products in his applications, including among others, compatibility assessment of Polyvinyl Alcohol and his product, packing conditions, over-packaging specifications, storage and handling instructions, product use instructions.

VI. Force majeure

SOLTEC’s commitments are suspended or cancelled in all the cases where the execution of one of the obligations is prevented, hindered or in any other manner obstructed by a case of force majeure or an event independent of its will, such as (but not exclusively) : foreign or civil war and more generally all military events, attacks and acts of terrorism or sabotage made in the framework of joint actions, riots, popular uprisings, strikes, lockouts, natural catastrophes, volcanic eruptions, earthquakes, tidal waves, fire, accidents, etc and this, with no compensation being due to the Customer.

VII. Contestation

A. Resolution clause of forced execution

Upon failure of the Customer to respect these General Conditions of Sale, SOLTEC can either ensure the execution of this contract in law, or send to the customer a registered letter with acknowledgement of delivery (LRAR) mentioning its will to apply the resolution clause.

The sale is then cancelled automatically 3 days after reception if this letter from SOLTEC remained without effect.  In the event of application of the resolution clause, any sum of money paid by the Customer remains definitively with SOLTEC as a fixed compensation according to the penalty clause IV C, independent of and without prejudice for other claims for compensation.

B. Attribution of jurisdiction

These General Conditions of Sale shall be governed and construed in accordance with the laws of France and are subject to the jurisdiction of the French courts.

C. Applicable law

In any circumstances, the applicable law is the French Law.

VIII. Titles and content

Any clause, phrase, title or definition included herein that is in itself invalid shall neither invalidate the whole nor the interpretation of the meaning intended, in accordance with the commercial laws and practices in France and the European Union.